EXHIBIT 5.1
November 14, 2014
Quest Resource Holding Corporation
6175 Main Street, Suite 720
Frisco, Texas 75034
| Re: | Registration Statement on Form S-8 |
Quest Resource Holding Corporation
Ladies and Gentlemen:
As legal counsel to Quest Resource Holding Corporation, a Nevada corporation (the “Company”), we have assisted in the preparation of the Company’s Registration Statement on Form S-8 (the “Registration Statement”), to be filed with the Securities and Exchange Commission on or about November 14, 2014, in connection with the registration under the Securities Act of 1933, as amended, of 2,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issuable pursuant to the Company’s 2014 Employee Stock Purchase Plan (the “Plan”). The facts, as we understand them, are set forth in the Registration Statement.
With respect to the opinion set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies, only of the following:
A. The Second Amended and Restated Articles of Incorporation of the Company, as amended to date;
B. The Second Amended and Restated Bylaws of the Company, as amended to date;
C. Resolutions of the Board of Directors of the Company adopting the Plan and authorizing the issuance of the Shares;
D. The Plan;
E. Minutes of the September 17, 2014 Annual Meeting of Stockholders of the Company, at which the stockholders approved the Plan as adopted by the Board of Directors of the Company; and
F. The Registration Statement.
Subject to the assumptions that (i) the documents and signatures examined by us are genuine and authentic, and (ii) the persons executing the documents examined by us have
Greenberg Traurig, LLP | Attorneys at Law | 2375 East Camelback Road, Suite 700 | Phoenix, Arizona 85016 | Tel. 602.445.8000 | Fax 602.445.8100
Quest Resource Holding Corporation
November 14, 2014
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the legal capacity to execute such documents, and subject to the further limitations and qualifications set forth below, based solely upon our review of items A through F above, it is our opinion that the Shares will be validly issued, fully paid, and nonassessable when issued and sold in accordance with the terms of the Plan.
We express no opinion as the applicability or effect of any laws, orders, or judgments of any state or other jurisdiction other than federal securities laws and the substantive laws of the state of Nevada, including judicial interpretations of such laws. Further, our opinion is based solely upon existing laws, rules, and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof.
We hereby expressly consent to any reference to our firm in the Registration Statement, inclusion of this Opinion as an exhibit to the Registration Statement, and to the filing of this Opinion with any other appropriate governmental agency.
Very truly yours,
/s/ Greenberg Traurig, LLP
GREENBERG TRAURIG